SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.2)
Filed by the Registrant [x]
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement Confidential, For Use of the Commission
Only (as Permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
FIELDPOINT PETROLEUM CORPORATION
Name of Registrant as Specified in its Charter
Name of Person(s) Filing Proxy Statement, if Other than the Registrant
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, $.01 Par Value.
(2) Aggregate number of securities to which transaction applies:
5,781,759
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:______________________________________.
(2) Form, Schedule or Registration Statement No.:________________.
(3) Filing Party:________________________________________________.
(4) Date Filed: __________________
<PAGE>
FIELDPOINT PETROLEUM CORPORATION
1703 Edelweiss Dr.
Cedar Park, TX 78613
August 30, 1999
Dear Shareholder:
You are cordially invited to attend an Annual Meeting of Shareholders
(the "Meeting") of FieldPoint Petroleum Corporation, a Colorado Corporation (the
"Company") to be held on Thursday, September 30, 1999 at 11:00 a.m., Central
Time, at 1703 Edelweiss Drive, Cedar Park, Texas 78613. Your Board of Directors
and management look forward to greeting personally those Shareholders able to
attend.
At the Meeting, you will be asked to consider and vote upon: (i) a
proposal to elect four (4) nominees as directors of the company to serve until
the next annual meeting of Shareholders of the Company to be held in 2000;
(ii) a proposal to ratify the selection of Hein & Associates L.L.P. as the
Company's independent auditors for the current fiscal year ending December 31,
1999; and (iii) any other business as may properly come before the Meeting or
any adjournment thereof (collectively, the "Proposals"). The Proposals are fully
set forth in the accompanying Proxy Statement which you are urged to read
thoroughly. For the reasons set forth in the Proxy Statement, your Board of
Directors recommends a vote FOR all nominees as directors and IN FAVOR of all
Proposals.
It is important that your shares be voted at the Meeting. Whether or
not you plan to attend in person, please complete, date and sign the enclosed
proxy and return it as promptly as possible in the accompanying postage prepaid
envelope. If you do attend the Meeting and wish to vote your shares in person,
even after returning the proxy, you still may do so.
Mailing of this proxy statement is expected to begin September 2, 1999.
Thank you for your cooperation.
Respectfully,
FieldPoint Petroleum Corporation
Ray D. Reaves
President and Chief Executive Officer
<PAGE>
FIELDPOINT PETROLEUM CORPORATION
1703 Edelweiss Drive
Cedar Park, TX 78613
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 30, 1999
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TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of
FieldPoint Petroleum Corporation will be held on Thursday, September 30, 1999
at 1703 Edelweiss Drive, Cedar Park, Texas 78613, to consider and vote on the
following matters as described in this notice and the accompanying Proxy
Statement:
1. To elect four directors to hold office until the next annual
meeting of Shareholders or until their successors have been duly
elected and qualified.
2. To ratify the selection of Hein & Associates, L.L.P. as the
Company's independent auditors for the current fiscal year ending
December 31, 1999.
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on August 30, 1999 as the
record date for determination of Shareholders entitled to vote at the Meeting or
any adjournments thereof, and only Shareholders of record at the close of
business on that date will be entitled to vote. At the Record Date, 5,781,759
shares of common stock were issued and outstanding. A list of Shareholders
entitled to vote at the meeting will be available for inspection at the
principal executive offices of the Company located at 1703 Edelweiss Drive,
Cedar Park, Texas 78613.
The approximate date on which this Proxy Statement is first being
mailed to Shareholders is September 2, 1999. Shareholders who execute proxies
may revoke them at any time prior to their being exercised by providing written
notice to the Company by delivering another proxy bearing a later date any time
prior to the meeting. Mere attendance at the Meeting will not revoke the proxy,
but a Shareholder present at the Meeting may revoke his or her proxy and vote in
person. Any duly executed proxy on which a vote is not indicated (except broker
non-votes expressly indicating a lack of discretionary authority to vote) will
be deemed a vote for the nominees and all Proposals. Abstentions and broker
non-votes will not be counted as votes either "for" or "against" any matters
coming before the Meeting.
<PAGE>
To assure representation at the Meeting, Shareholders are urged to sign
and return the enclosed proxy card as promptly as possible in the postage
prepaid envelope enclosed for that purpose. Any Shareholder attending the
Meeting may vote in person even if he or she previously returned a proxy.
By Order of the Board of Directors
Kelly Latz
General Counsel and Secretary
<PAGE>
FIELDPOINT PETROLEUM CORPORATION
1703 Edelweiss Dr.
Cedar Park, TX 78613
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PROXY STATEMENT
For Annual Meeting of Shareholders
To Be Held September 30, 1999
- --------------------------------------------------------------------------------
Solicitation of Proxies:
This Proxy Statement is furnished in connection with solicitation of
Proxies on behalf of the Board of Directors of FieldPoint Petroleum Corporation
(the "Company") to be voted at the annual meeting of shareholders (the
"Meeting") to be held at 1703 Edelweiss Drive, Cedar Park, Texas 78613 on
Thursday, September 30, 1999 at 11:00 a.m., Central daylight savings time and at
any adjournments thereof. This Proxy Statement and the enclosed form of proxy
are first being sent or given to shareholders of record on or about September 2,
1999.
At the Meeting, the shareholders will be asked to consider and vote
upon: (i) a proposal to elect four (4) nominees as directors of the Company to
serve until the next annual meeting of shareholders of the Company to be held in
2000; (ii) ratify the selection of Hein & Associates, L.L.P. as the Company's
independent auditors for the current fiscal year ending December 31, 1999; and
(iii) any other business as may properly come before the Meeting or any
adjournment thereof (collectively, the "Proposals"). The Board of Directors
unanimously recommends that the shareholders vote FOR all nominees as directors
and IN FAVOR of all Proposals.
Record Date and Outstanding Shares:
The Board of Directors has fixed the close of business on August 30,
1999, as the record date for the determination of holders of shares of
outstanding capital stock entitled to notice of and to vote at the Meeting. On
August 30, 1999, there were outstanding 5,781,759 shares of common stock, $ .01
par value held by shareholders entitled to vote at the meeting.
Voting Proxies:
A proxy card accompanies this Proxy Statement. All properly executed
proxies that are not revoked will be voted at the Meeting, and any postponements
or adjournments thereof, in accordance with the instructions contained therein.
Proxies containing no instruction regarding the Proposals specified in the form
of proxy will be voted for all nominees as directors and in favor of the
Proposals. The Meeting may be adjourned and additional proxies solicited, if the
vote necessary to approve a Proposal has not been obtained. Any adjournment of
the Meeting will require the affirmative vote of the holders of at least a
majority of the shares represented, whether in person or by proxy, at the
Meeting (regardless of whether those shares constitute a quorum).
A shareholder who has executed and returned a proxy may revoke such
proxy at any time before it is voted at the Meeting by executing and returning a
proxy bearing a later date, by filing written notice of such revocation with the
<PAGE>
Secretary of the Company stating the proxy is revoked, or by attending the
Meeting and voting in person. Mere attendance at the Meeting will not revoke a
properly executed proxy.
Quorum and Required Vote:
Quorum: The holders of one-third of the shares of Common Stock issued
and outstanding on the Record Date and entitled to vote at the Meeting shall
constitute a quorum of the transactions of business at the Meeting. Shares of
Common Stock present in person or represented by proxy (including shares which
abstain or do not vote with respect to one or more of the matters presented for
shareholder approval) will be counted for purposes of determining whether a
quorum exists at the Meeting.
Required Vote: At the Meeting, the holders of Common Stock on the
Record Date will be entitled to one vote per share on each matter of business
properly brought before the Meeting including one vote per share on each of the
nominees for director and the Proposals. Holders of Common Stock have the right
to elect four (4) members of the Board of Directors, as proposed in the
"Director Election Proposal." Every holder of Common Stock on the Record Date
shall have the right to vote, in person or by proxy, the number of shares of
Common Stock owned, for as many persons as there are directors to be elected at
that time. Cumulative voting in the election of directors is not permitted.
Directors are elected by the plurality of the votes cast by the shares entitled
to vote in the election.
Abstentions and broker non-votes will not be counted as votes either
"for" or "against" any matter coming before the Meeting, nor will such
abstentions and broker non-votes be counted toward determining a quorum.
Votes by Directors, Officers, and Affiliates: At the Record Date,
directors, officers, and affiliates of the Company had the right to vote through
proxy, beneficial ownership or otherwise 2,814,442 shares of Common Stock, or
49% of the issued and outstanding Common Stock. The Company has been advised
that the directors, officers, and affiliates of the Company intend to vote FOR
all nominees for director and IN FAVOR of all other Proposals described in this
Proxy Statement. All these directors, officers, and affiliates of the Company
will have an interest in the election of directors.
Proxy Solicitation and Expenses:
Solicitation of Proxies may be made by mail by directors, officers and
employees of the Company. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone, facsimile, telegraph, and by
directors, officers and regular employees of the Company, without special
compensation therefore; except that directors, officers and employees of the
Company may be reimbursed for out-of-pocket expenses in connection with any
solicitation of proxies. The Company will request banking institutions,
brokerage firms, custodians, trustees, nominees, and fiduciaries to forward
solicitation material to the beneficial holders or owners of Common Stock held
of record by such persons, and the Company will reimburse reasonable forwarding
expenses upon the request of such record holders.
<PAGE>
Although the Company does not anticipate retaining a proxy solicitation
firm to aid in solicitation of Proxies from its shareholders, if such a firm is
retained, it would be paid customary fees and would be reimbursed for
out-of-pocket expenses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth, to the best knowledge of the Company,
information as to the ownership of the Company's Common Stock held by (i) each
person or entity who owns of record or who is known by the Company to own
beneficially 5% or more of the outstanding shares of such stock, (ii) directors
and nominees, and (iii) all directors and officers as a group, as of August 30,
1999. Except as otherwise indicated, ownership of shares by the persons named
below includes sole voting and investment power held by such person.
A. Security Ownership of Certain Beneficial Owners: The following
table sets forth as of August 30, 1998 the individuals or entities known to the
Company to own more than 5% of the Company's outstanding shares of Common Stock
$.01 Par Value.
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class
- ------------------- ----------------------- ----------------
Bass Petroleum, Inc. 125,000 2.1%
1703 Edelweiss Drive
Cedar Park, TX 78613
The Delray Trust 604,928 10.4%
3606 Belle Grove
Sugar Land, Texas 77479
Mildred Babich 325,801 5.6%
4225 Clear Lake Circle
Fort Worth, TX 76109
Peter Babich 323,490 5.5%
3310 Parkside Road
Flint, MI 48503
Ray D. Reaves 2,706,6651 46.8%
1703 Edelweiss Drive
Cedar Park, Texas 78613
Robert A. Manogue 377,7772 6.4%
1703 Edelweiss Drive
Cedar Park, Texas 78613
Roger D. Bryant 100,0003 1.7%
1703 Edelweiss Drive
Cedar Park, Texas 78613
All Officers and Directors 3,184,442 54.6%
as a Group (4 persons)
- --------------------
(1) Includes (i) shares beneficially owned based on position with BPI; (ii)
estimated shares received in Reverse Acquisition in exchange for common stock of
BPI owned by Mr. Reaves; and (iii) 200,000 shares of Common Stock underlying an
option granted to Mr. Reaves by BPI, which option has been assumed by the
Company.
<PAGE>
PROPOSAL 1: DIRECTOR ELECTION PROPOSAL
The Company's bylaws provide that the Board of Directors will consist
of three and no more than nine (9) members. The Board of Directors of the
Company presently consists of four (4) members. Directors of the Company
generally serve for a term of one year (until the next annual meeting of
shareholders) and until their successors are duly elected or appointed and
qualified, or until their death, resignation or removal. Each of the persons
nominated to hold office provided below is currently a member of the Board of
Directors. Unless authority to vote in the election of directors is withheld, it
is the intention of the persons named in the proxy to nominate and vote for the
three persons named in the table below, each of who has consented to serve if
elected. In the event that by reason of contingencies not presently known to the
Board of Directors, one or all of the nominees should become unavailable for
election, the proxies will be voted for such substitute as shall be designated
by the Company's Board of Directors. In completing the enclosed proxy card, if a
shareholder decides to withhold authority to vote for any of the director
nominees, such shareholder should mark the WITHHOLD AUTHORITY box and line
through such nominee(s) name in Proposal 1 of the proxy card.
Directors are elected by plurality of votes cast by the shares entitled
to vote in the election at a meeting at which a quorum is present.
Messrs. Bryant, Manogue and Stevens are "non-executive" directors
denoting that they are neither officers nor employees of the Company. There are
no family relationships between or among any of the directors of the Company,
Nominees for Election at the Meeting:
Name Age Present Position with the Company (1)
- ---- --- --------------------------------------
Ray D. Reaves 37 Director, Chairman, President, and CEO
Robert A. Manogue 74 Director
Roger D. Bryant 56 Director
Don H. Stevens 46 Director
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(2) Includes (i) shares owned by a partnership of which Mr. Manogue is a
partner; and (ii) 100,000 shares of Common Stock underlying an option of BPI
granted to Mr. Manogue by BPI, which option has been assumed by the Company.
(3) Includes 100,000 shares of Common Stock underlying an option granted to Mr.
Bryant.
<PAGE>
Certain biographical information regarding the directors is listed
below.
Mr. Reaves has been Chairman, Chief Executive Officer, President, and
Director of the Company since May 22, 1997. He also serves as a Director and the
President of Bass Petroleum, Inc., from inception in October 1989 to present.
Mr. Manogue has been retired since 1982 and builds homes in
Albuquerque, New Mexico as a retirement project under R.A. Manogue Construction.
Mr. Manogue was President of C.P. Clare International N.V. in Brussels, Belgium,
a $50 million subsidiary of General Instruments Corp., from 1976 to 1982. He
also served as Vice President of Marketing for Emerson Electric Company
(manufacturer and marketer of consumer and industrial products) from 1971 to
1976.
Mr. Bryant has been President of Canmax Corp. from November 1994 to the
present. He was President of Network Data Corp. from May 1993 to October 1994.
Mr. Bryant served as Senior Vice President Corporate Development of Network Data
Corp. from January 1993 to May 1993. He also served as President of Dresser
Industries, Inc. Wayne Division (a leading international manufacturer of fuel
dispensing equipment) from May 1991 to July 1992. Mr. Bryant was President of
Schlumberger Limited, Retail Petroleum Systems Division, USA (a division of
Schlumberger Corporation) from August 1989 to May 1991.
Mr. Stevens has been Vice President Capital Markets and Treasurer of
Forest Oil Corp. from August 1997 to the present. He served as Vice President
Corporate Relations and Capital Markets of Barrett Resources Corp. From August
1992 until August 1997. He also served as Manager of Corporate and Tax planning
for Kennecott Corporation from July 1989 until August 1992.
Board of Directors, Committees and Meetings
The board of directors held one meeting in fiscal year 1998, and each
Director attended the meeting. The Company has not established an audit,
nominating or compensation committee, or other committees performing similar
functions. The non-executive directors received $250 for each meeting in
addition, the directors are reimbursed for reasonable expenses incurred for each
Board of Directors meeting attended.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Act requires directors and officers of the
Company, and persons who own more than 10 percent of the Common Stock, to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock. Directors, officers and more than 10 percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, all Section 16(a) filing
requirements applicable to its directors, officers and more than 10 percent
beneficial owners were met.
<PAGE>
Executive Compensation:
The following table sets forth the cash compensation received by the
Company's Chief Executive Officer during the fiscal years ended December 31,
1998, 1997, and 1996, as well as aggregate options granted for each fiscal year.
Summary Compensation Table
Annual Compensation
Securities
Underlying
Name and Principal Position Year Salary ($) Bonus($) Options (#)
--------------------------- ---- ---------- -------- -----------
Ray D. Reaves 1998 90,000 -- --
Chairman, President and
Chief Executive Officer 1997 72,000 -- 200,000
1996 72,000 25,000 --
<PAGE>
PROPOSAL 2: INDEPENDENT AUDITORS
The Board of Directors has selected Hein & Associates LLP to act as its
independent auditors for the 1999 fiscal year and ask for shareholders'
ratification of such appointment. THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR RATIFICATION OF HEIN & ASSOCIATES LLP AS INDEPENDENT
AUDITORS FOR 1999.
STOCKHOLDER PROPSALS FOR NEXT ANNUAL MEETING
Any proposal which a stockholder intends to present for consideration and
action at the next annual meeting of stockholders must be received in writing by
the Company no later than February 10, 2000, and must conform to applicable
Securities and Exchange Commission rules and regulations.
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. However, if other matters come to their attention before the meeting,
it is the intention of the persons named in the proxy to vote such proxy in
accordance with their judgement on such matters.
The Annual Report to Shareholders, covering the Company's fiscal year ended
December 31,1998, including audited financial statements, is enclosed herewith.
The Annual Report to Shareholders does not form any part of the material for
solicitation of proxies. The Annual Report is the Company's Form 10KSB, as
amended.
